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As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
eFUNDS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 39-1506286
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
7272 E. Indian School Road, Suite 420, Scottsdale, Arizona 85251
(Address of principal executive offices) (Zip Code)
</TABLE>
eFUNDS CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the plan)
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<S> <C>
John A. Blanchard III
Chairman and Chief Executive Officer Copy to: Robert A. Rosenbaum, Esq.
eFunds Corporation Dorsey & Whitney LLP
7272 E. Indian School Road Pillsbury Center South
Suite 420 220 South Sixth Street
Scottsdale, Arizona 85251 Minneapolis, Minnesota 55402-1498
(602) 659-2135 (612) 340-5681
</TABLE>
(Name, address and telephone number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Proposed Proposed Amount of
Title of securities Amount to be maximum offering price maximum aggregate registration fee
to be registered(1) registered per obligation(2) offering price(2)
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $10,000,000 100% $10,000,000 $2,640
====================================================================================================================================
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(1) The Deferred Compensation Obligations are unsecured obligations of eFunds
Corporation to pay deferred compensation in the future in accordance with
the terms of the eFunds Corporation Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference into this registration statement:
. our prospectus filed on June 27, 2000 pursuant to Rule 424(b);
. our quarterly reports on Form 10-Q for the quarters ended June 30,
2000 and September 30, 2000; and
. the description of our common stock contained in our registration
statement on Form 8-A12G (SEC File No. 000-30791) and any amendment or
report filed for the purpose of updating the description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment indicating that
all securities offered by this registration statement have been sold, or
deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates of filing of such
documents.
Item 4. Description of Securities.
-------------------------
The securities offered hereby are Deferred Compensation Obligations (as
defined below) of eFunds Corporation ("eFunds") which are being offered to
eligible employees of eFunds and our subsidiaries under the eFunds Corporation
Deferred Compensation Plan (the "Plan"). The Plan permits participants to
defer base salary, annual cash incentive compensation and/or sales incentive
compensation in accordance with the terms of the Plan. The amount of
compensation to be deferred by each participant will be based on elections by
each participant under the terms of the Plan. The amounts of base salary and
cash incentive compensation deferred by participants under the Plan are referred
to as "Deferred Compensation Obligations." The Deferred Compensation
Obligations are denominated and paid in U.S. dollars and will be payable on the
date or dates selected by each participant in accordance with the terms of the
Plan or on such other date or dates as specified in the Plan. The Deferred
Compensation Obligations are not convertible into another security of eFunds.
In connection with the Plan, we have created a non-qualified grantor trust
(the "Trust"), commonly known as a "Rabbi Trust." The Trust will be funded to
the extent we determine, at our discretion. The assets of the Trust will be
used to pay benefits. The assets of the Trust are subject to the claims of our
general creditors. As a result, the Deferred Compensation Obligations will be
unsecured obligations of eFunds to pay deferred compensation in the future in
accordance with the terms of the Plan, and will rank equally with our other
unsecured indebtedness from time to time outstanding.
The amounts of base salary, annual cash incentive compensation and sales
incentive compensation deferred by a participant (a "Deferral") will be credited
with earnings and investment gains and losses by assuming that the Deferral was
invested in one or more investment options selected by the participant in
accordance with the terms of the Plan. The investment options include various
investment funds, with different degrees of risk. Participants may reallocate
amounts among the various investment options on a daily basis. The Deferrals
will not actually be invested in the investment options available under the
Plan.
We will also credit to participants' Deferral accounts certain amounts
specified in the Plan related to our 401(k) plan. The Plan provides that we may
make additional contributions to the participants' Deferral accounts, at our
sole discretion.
We reserve the right to amend the Plan at any time, including the right to
completely terminate the Plan and pay out all account balances to all
participants in the Plan as if the participants terminated employment. No
amendment or termination of the Plan will reduce a participant's account balance
as of the date of such amendment or termination of the Plan.
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A participant's rights or the rights of any other person to receive payment
of Deferred Compensation Obligations may not be sold, assigned, transferred,
pledged, garnished or encumbered, except by a written designation of a
beneficiary under the Plan.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act.
As permitted by the DGCL, our certificate of incorporation provides that
we shall indemnify our directors, officers, employees and agents to the fullest
extent permitted by the DGCL. As permitted by the DGCL, our certificate of
incorporation also includes a provision that eliminates the personal liability
of our directors for monetary damages for breach of the director's fiduciary
duty, except for liability (1) for any breach of the director's duty of loyalty
to us or our stockholders; (2) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (3) under Section
174 of the DGCL regarding payments of dividends, stock purchases or redemptions
which are unlawful; or (4) for any transaction from which the director derived
an improper personal benefit.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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4.1 eFunds Corporation Deferred Compensation Plan.
4.2 Rights Agreement by and between eFunds and EquiServe Trust Company
N.A., Rights Agent, dated as of May 1, 2000 (incorporated by reference
to Exhibit 4.2 to the registrant's registration statement on Form S-8
(Registration No. 333-51536)).
4.3 Certificate of Designations of Series A Participating Preferred Stock
(incorporated by reference to Exhibit 4.3 to the registrant's
quarterly report on Form 10-Q for the quarter ended June 30, 2000).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1 Power of Attorney.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on December 8, 2000.
eFUNDS CORPORATION
By /s/ John A. Blanchard III
------------------------------
John A. Blanchard III
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 8, 2000.
Signature Title
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/s/ John A. Blanchard III Chairman of the Board and Chief
-------------------------------------- Executive Officer (principal
John A. Blanchard III executive officer)
/s/ Paul H. Bristow Executive Vice President and Chief
-------------------------------------- Financial Officer (principal
Paul H. Bristow financial and accounting officer)
* Director
--------------------------------------
John J. (Jack) Boyle III
* Director
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Jack Robinson
* Director
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Hatim A. Tyabji
* Director
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John H. LeFevre
* Director
--------------------------------------
Lois M. Martin
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Director
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Lawrence J. Mosner
* Director
--------------------------------------
Sheila A. Penrose
* Director
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Janet Clarke
* By /s/ Steven F. Coleman
--------------------------------
Steven F. Coleman, Attorney-in-Fact
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EXHIBIT INDEX
4.1 eFunds Corporation Deferred Compensation Plan.
4.2 Rights Agreement by and between eFunds and EquiServe Trust Company
N.A., Rights Agent, dated as of May 1, 2000 (incorporated by reference
to Exhibit 4.2 to the registrant's registration statement on Form S-8
(Registration No. 333-51536)).
4.3 Certificate of Designations of Series A Participating Preferred Stock
(incorporated by reference to Exhibit 4.3 to the registrant's
quarterly report on Form 10-Q for the quarter ended June 30, 2000).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1 Power of Attorney.
